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Companies Act 1985

Companies Act 1985

1985 c. 6 · 710 provisionsView on legislation.gov.uk

An Act to consolidate the greater part of the Companies Acts.

AXA General Insurance Limited and others v The Lord Advocate and others [2011] UKSC 46
Beghal v Director of Public Prosecutions [2015] UKSC 49
Bilta (UK) Ltd (in liquidation) and others v Tradition Financial Services Ltd [2025] UKSC 18
Eclairs Group Ltd v JKX Oil & Gas plc [2015] UKSC 71
FS Cairo (Nile Plaza) LLC v Lady Brownlie [2021] UKSC 45
Grays Timber Products Limited v Her Majesty’s Revenue and Customs (Scotland) [2010] UKSC 4
Hayes v Willoughby [2013] UKSC 17
JP Whitter (Water Well Engineers) Limited v Commissioners for Her Majesty’s Revenue and Customs [2018] UKSC 31
Lehtimäki and others v Cooper [2020] UKSC 33
Lloyds TSB Foundation for Scotland v Lloyds Banking Group Plc (Scotland) [2013] UKSC 3
MacDonald and another v Carnbroe Estates Ltd (Scotland) [2019] UKSC 57
Manchester Building Society v Grant Thornton UK LLP [2021] UKSC 20
National Westminster Bank plc v Spectrum Plus Limited and others [2005] UKHL 41
Progress Property Company Limited v Moorgarth Group Limited [2010] UKSC 55
R (on the application of Palmer) v Northern Derbyshire Magistrates’ Court and another [2023] UKSC 38
R v Director of the Serious Fraud Office [2021] UKSC 2
Regina v Lyons and others [2002] UKHL 44
Roberts v Parole Board [2005] UKHL 45
The Joint Administrators of LB Holdings Intermediate 2 Limited v The Joint Administrators of Lehman Brothers International (Europe) and others [2017] UKSC 38
THG Plc v Zedra Trust Company (Jersey) Ltd [2026] UKSC 6
UKI (Kingsway) Limited v Westminster City Council [2018] UKSC 67

Part I: Formation and Registration of Companies; Juridical Status and Membership

Chapter I: Company Formation

Section 1: Mode of forming incorporated company.
Section 2: Requirements with respect to memorandum.
Section 3: Forms of memorandum.
Section 3A: Statement of company's objects: general commercial company.
Section 4: Resolution to alter objects.
Section 5: Procedure for objecting to alteration.
Section 6: Provisions supplementing ss. 4, 5.
Section 7: Articles prescribing regulations for companies.
Section 8: Tables A, C, D and E.
Section 8A: Table G.
Section 9: Alteration of articles by special resolution.
Section 10: Documents to be sent to registrar.
Section 11: Minimum authorised capital (public companies).
Section 12: Duty of registrar.
Section 13: Effect of registration.
Section 14: Effect of memorandum and articles.
Section 15: Memorandum and articles of company limited by guarantee.
Section 16: Effect of alteration on company's members.
Section 17: Conditions in memorandum which could have been in articles.
Section 18: Amendments of memorandum or articles to be registered.
Section 19: Copies of memorandum and articles to be given to members.
Section 20: Issued copy of memorandum to embody alterations.
Section 21: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 22: Definition of "member".
Section 23: Membership of holding company.
Section 24: Minimum membership for carrying on business.

Chapter II: Company Names

Section 25: Name as stated in memorandum.
Section 26: Prohibition on registration of certain names.
Section 27: Alternatives of statutory designations.
Section 28: Change of name.
Section 29: Regulations about names.
Section 30: Exemption from requirement of "limited" as part of the name.
Section 31: Provisions applying to company exempt under s. 30.
Section 32: Power to require company to abandon misleading name.
Section 33: Prohibition on trading under misleading name.
Section 34: Penalty for improper use of "limited" or "cyfyngedig".
Section 34A: Penalty for improper use of "community interest company" etc.

Chapter III: A Company's Capacity; Formalities of Carrying on Business

Section 35: A company's capacity not limited by its memorandum.
Section 35A: Power of directors to bind the company.
Section 35B: No duty to enquire as to capacity of company or authority of directors.
Section 36: Company contracts: England and Wales.
Section 36A: Execution of documents: England and Wales.
Section 36AA: Execution of deeds: England and Wales
Section 36B: Execution of documents by companies.
Section 36C: Pre-incorporation contracts, deeds and obligations.
Section 37: Bills of exchange and promissory notes.
Section 38: Execution of deeds abroad.
Section 39: Power of company to have official seal for use abroad.
Section 40: Official seal for share certificates, etc.
Section 41: Authentication of documents.
Section 42: Events affecting a company's status.

Part II: Re-registration as a means of altering a company's status

Section 43: Re-registration of private company as public.
Section 44: Consideration for shares recently allotted to be valued.
Section 45: Additional requirements relating to share capital.
Section 46: Meaning of "unqualified report" in s. 43(3).
Section 47: Certificate of re-registration under s. 43.
Section 48: Modification for unlimited company re-registering.
Section 49: Re-registration of limited company as unlimited.
Section 50: Certificate of re-registration under s. 49.
Section 51: Re-registration of unlimited company as limited.
Section 52: Certification of re-registration under s. 51.
Section 53: Re-registration of public company as private.
Section 54: Litigated objection to resolution under s. 53.
Section 55: Certificate of re-registration under s. 53.

Part III: Capital Issues

Chapter I: Issues by Companies Registered, or to be Registered, in Great Britain

Section 56: Matters to be stated, and reports to be set out, in prospectus.
Section 57: Attempted evasion of s. 56 to be void.
Section 58: Document offering shares etc. for sale deemed a prospectus.
Section 61: Prospectus containing statement by expert.
Section 62: Meaning of "expert".
Section 63: Prospectus to be dated.
Section 64: Registration requirement applicable in all cases.
Section 65: Additional requirements in case of prospectus issued generally.
Section 66: Directors, etc. exempt from liability in certain cases.
Section 67: Compensation for subscribers misled by statement in prospectus.
Section 68: Exemption from s. 67 for those acting with propriety.
Section 69: Indemnity for innocent director or expert.
Section 70: Criminal liability for untrue statements.
Section 71: Interpretation for ss. 56 to 70.

Chapter II: Issues by Companies Incorporated, or to be Incorporated, Outside Great Britain

Section 72: Prospectus of oversea company.
Section 73: Attempted evasion of s. 72 to be void.
Section 74: Prospectus containing statement by expert.
Section 75: Restrictions on allotment to be secured in prospectus.
Section 76: Stock exchange certificate exempting from compliance with Sch. 3.
Section 77: Registration of oversea prospectus before issue.
Section 78: Consequences (criminal and civil) of non-compliance with ss. 72-77.
Section 79: Supplementary.

Part IV: Allotment of Shares and Debentures

Section 80: Authority of company required for certain allotments.
Section 80A: Election by private company as to duration of authority.
Section 81: Restriction on public offers by private company.
Section 82: Application for, and allotment of, shares and debentures.
Section 83: No allotment unless minimum subscription received.
Section 84: Allotment where issue not fully subscribed.
Section 85: Effect of irregular allotment.
Section 86: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 87: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 88: Return as to allotments, etc.
Section 89: Offers to shareholders to be on pre-emptive basis.
Section 90: Communication of pre-emption offers to shareholders.
Section 91: Exclusion of ss. 89, 90 by private company.
Section 92: Consequences of contravening ss. 89, 90.
Section 93: Saving for other restrictions as to offers.
Section 94: Definitions for ss. 89-96.
Section 95: Disapplication of pre-emption rights.
Section 96: Saving for company's pre-emption procedure operative before 1982.
Section 97: Power of company to pay commissions.
Section 98: Apart from s. 97, commissions and discounts barred.
Section 99: General rules as to payment for shares on allotment.
Section 100: Prohibition on allotment of shares at a discount.
Section 101: Shares to be allotted as at least one-quarter paid-up.
Section 102: Restriction on payment by long-term undertaking.
Section 103: Non-cash consideration to be valued before allotment.
Section 104: Transfer to public company of non-cash asset in initial period.
Section 105: Agreements contravening s. 104.
Section 106: Shares issued to subscribers of memorandum.
Section 107: Meaning of "the appropriate rate".
Section 108: Valuation and report (s. 103).
Section 109: Valuation and report (s. 104).
Section 110: Entitlement of valuer to full disclosure.
Section 111: Matters to be communicated to registrar.
Section 111A: Right to damages, &c. not affected.
Section 112: Liability of subsequent holders of shares allotted.
Section 113: Relief in respect of certain liabilities under ss. 99 ff.
Section 114: Penalty for contravention.
Section 115: Undertakings to do work, etc.
Section 116: Application of ss. 99 ff to special cases.

Part V: Share Capital, its Increase, Maintenance and Reduction

Chapter I: General Provisions about Share Capital

Section 117: Public company share capital requirements.
Section 118: The authorised minimum.
Section 119: Provision for different amounts to be paid on shares.
Section 120: Reserve liability of limited company.
Section 121: Alteration of share capital (limited companies).
Section 122: Notice to registrar of alteration.
Section 123: Notice to registrar of increased share capital.
Section 124: Reserve capital of unlimited company.

Chapter II: Class Rights

Section 125: Variation of class rights.
Section 126: Saving for court's powers under other provisions.
Section 127: Shareholders' right to object to variation.
Section 128: Registration of particulars of special rights.
Section 129: Registration of newly created class rights.

Chapter III: Share Premiums

Section 130: Application of share premiums.
Section 131: Merger relief.
Section 132: Relief in respect of group reconstructions.
Section 133: Provisions supplementing ss. 131, 132.
Section 134: Provision for extending or restricting relief from s. 130.

Chapter IV: Reduction of Share Capital

Section 135: Special resolution for reduction of share capital.
Section 136: Application to court for order of confirmation.
Section 137: Court order confirming reduction.
Section 138: Registration of order and minute of reduction.
Section 139: Public company reducing capital below authorised minimum.
Section 140: Liability of members on reduced shares.
Section 141: Penalty for concealing name of creditor, etc.

Chapter V: Maintenance of Capital

Section 142: Duty of directors on serious loss of capital.
Section 143: General rule against company acquiring own shares.
Section 144: Aquisition of shares by company's nominee.
Section 145: Exceptions from s. 144.
Section 146: Treatment of shares held by or for public company.
Section 147: Matters arising out of compliance with s. 146(2).
Section 148: Further provisions supplementing ss. 146, 147.
Section 149: Sanctions for non-compliance.
Section 150: Charges of public companies on own shares.

Chapter VI: Financial Assistance by a Company for Acquisition of its Own Shares

Section 151: Financial assistance generally prohibited.
Section 152: Definitions for this Chapter.
Section 153: Transactions not prohibited by s. 151.
Section 154: Special restriction for public companies.
Section 155: Relaxation of s. 151 for private companies.
Section 156: Statutory declaration under s. 155.
Section 157: Special resolution under s. 155.
Section 158: Time for giving financial assistance under s. 155.

Chapter VII: Redeemable Shares; Purchase by a Company of its Own Shares

Section 159: Power to issue redeemable shares.
Section 159A: Terms and manner of redemption.
Section 160: Financing etc. of redemption.
Section 162: Power of company to purchase own shares.
Section 162A: Treasury shares
Section 162B: Treasury shares: maximum holdings
Section 162C: Treasury shares: voting and other rights
Section 162D: Treasury shares: disposal and cancellation
Section 162E: Treasury shares: mandatory cancellation
Section 162F: Treasury shares: proceeds of sale
Section 162G: Treasury shares: penalty for contravention
Section 163: Definitions of "off-market" and "market" purchase.
Section 164: Authority for off-market purchase.
Section 165: Authority for contingent purchase contract.
Section 166: Authority for market purchase.
Section 167: Assignment or release of company's right to purchase own shares.
Section 168: Payments apart from purchase price to be made out of distributable profits.
Section 169: Disclosure by company of purchase of own shares.
Section 169A: Disclosure by company of cancellation or disposal of treasury shares
Section 170: The capital redemption reserve.
Section 171: Power of private companies to redeem or purchase own shares out of capital.
Section 172: Availability of profits for purposes of s. 171.
Section 173: Conditions for payment out of capital.
Section 174: Procedure for special resolution under s. 173.
Section 175: Publicity for proposed payment out of capital.
Section 176: Objections by company's members or creditors.
Section 177: Powers of court on application under s. 176.
Section 178: Effect of company's failure to redeem or purchase.
Section 179: Power for Secretary of State to modify this Chapter.
Section 180: Transitional cases arising under this Chapter; and savings.
Section 181: Definitions for Chapter VII.

Chapter VIII: Miscellaneous Provisions about Shares and Debentures

Section 182: Nature, transfer and numbering of shares.
Section 183: Transfer and registration.
Section 184: Certification of transfers.
Section 185: Duty of company as to issue of certificates.
Section 186: Certificate to be evidence of title.
Section 187: Evidence of grant of probate or confirmation as executor.
Section 188: Issue and effect of share warrant to bearer.
Section 189: Offences in connection with share warrants (Scotland).
Section 190: Register of debenture holders.
Section 191: Right to inspect register.
Section 192: Liability of trustees of debentures.
Section 193: Perpetual debentures.
Section 194: Power to re-issue redeemed debentures.
Section 195: Contract to subscribe for debentures.
Section 196: Payment of debts out of assets subject to floating charge (England and Wales).
Section 197: Debentures to bearer (Scotland).

Part VI: Disclosure of Interests in Shares

Section 198: Obligation of disclosure: the cases in which it may arise and "the relevant time".
Section 199: Interests to be disclosed.
Section 200: "Percentage level" in relation to notifiable interests.
Section 202: Particulars to be contained in notification.
Section 203: Notification of family and corporate interests.
Section 204: Agreement to acquire interests in a particular company.
Section 205: Obligation of disclosure arising under s. 204.
Section 206: Obligation of persons acting together to keep each other informed.
Section 207: Interests in shares by attribution.
Section 208: Interests in shares which are to be notified.
Section 209: Interests to be disregarded.
Section 210: Other provisions about notification under this Part.
Section 210A: Power to make further provision by regulations.
Section 211: Register of interests in shares.
Section 212: Company investigations.
Section 213: Registration of interests disclosed under s. 212.
Section 214: Company investigation on requisition by members.
Section 215: Company report to members.
Section 216: Penalty for failure to provide information.
Section 217: Removal of entries from register.
Section 218: Otherwise, entries not to be removed.
Section 219: Inspection of register and reports.
Section 220: Definitions for Part VI.

Part VII: Accounts and Audit

Chapter I: Provisions Applying to Companies Generally

Section 221: Duty to keep accounting records.
Section 222: Where and for how long records to be kept.
Section 223: A company's financial year.
Section 224: Accounting reference periods and accounting reference date.
Section 225: Alteration of accounting reference date.
Section 226: Duty to prepare individual accounts.
Section 226A: Companies Act individual accounts
Section 226B: IAS individual accounts
Section 227: Duty to prepare group accounts.
Section 227A: Companies Act group accounts
Section 227B: IAS group accounts
Section 227C: Consistency of accounts
Section 228: Exemption for parent companies included in accounts of larger group.
Section 228A: Exemption for parent companies included in non-EEA group accounts
Section 229: Subsidiary undertakings included in the consolidation.
Section 230: Treatment of individual profit and loss account where group accounts prepared.
Section 231: Disclosure required in notes to accounts:related undertakings.
Section 231A: Disclosure required in notes to annual accounts: particulars of staff
Section 232: Disclosure required in notes to accounts: emoluments and other benefits of directors and others.
Section 233: Approval and signing of accounts
Section 234: Duty to prepare directors' report.
Section 234ZZA: Directors' report: general requirements
Section 234ZZB: Directors' report: business review
Section 234ZA: Statement as to disclosure of information to auditors
Section 234A: Approval and signing of directors' report.
Section 234AA: Duty to prepare operating and financial review
Section 234AB: Approval and signing of operating and financial review
Section 234B: Duty to prepare directors' remuneration report
Section 234C: Approval and signing of directors' remuneration report
Section 235: Auditors' report.
Section 236: Signature of auditors' report.
Section 237: Duties of auditors.
Section 238: Persons entitled to receive copies of accounts and reports.
Section 238A: Time allowed for sending out copies of accounts and reports
Section 239: Rights to demand copies of accounts and reports.
Section 240: Requirements in connection with publication of accounts.
Section 241: Accounts and reports to be laid before company in general meeting.
Section 241A: Members' approval of directors' remuneration report
Section 242: Accounts and reports to be delivered to the registrar.
Section 242A: Civil penalty for failure to deliver accounts.
Section 242B: Delivery and publication of accounts in ECUs
Section 243: Accounts of subsidiary undertakings to be appended in certain cases.
Section 244: Period allowed for laying and delivering accounts and reports.
Section 245: Voluntary revision of annual accounts or directors' report.
Section 245A: Secretary of State's notice in respect of annual accounts.
Section 245B: Application to court in respect of defective accounts.
Section 245C: Other persons authorised to apply to court.
Section 245D: Disclosure of information held by Inland Revenue to persons authorised to apply to court
Section 245E: Restrictions on use and further disclosure of information disclosed under section 245D
Section 245F: Power of authorised persons to require documents, information and explanations
Section 245G: Restrictions on further disclosure of information obtained under section 245F

Chapter II: Exemptions, Exceptions and Special Provisions

Section 246: Special provisions for small companies
Section 246A: Special provisions for medium-sized companies
Section 247: Qualification of company as small or medium-sized.
Section 247A: Cases in which special provisions do not apply
Section 247B: Special auditors' report
Section 248: Exemption for small and medium-sized groups.
Section 248A: Group accounts prepared by small company
Section 249: Qualification of group as small or medium-sized.
Section 249A: Exemptions from audit
Section 249AA: Dormant companies
Section 249B: Cases where exemptions not available
Section 249C: The report required for the purposes of section 249A(2).
Section 249D: The reporting accountant
Section 249E: Effect of exemptions
Section 250: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 251: Summary financial statement
Section 252: Election to dispense with laying of accounts and reports before general meeting.
Section 253: Right of shareholder to require laying of accounts.
Section 254: Exemption from requirement to deliver accounts and reports.
Section 255: Special provisions for banking and insurance companies.
Section 255A: Special provisions for banking and insurance groups.
Section 255B: Modification of disclosure requirements in relation to banking company or group.
Section 255C: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 255D: Power to apply provisions to banking partnerships.
Section 255E: Delivery of accounting documents in Welsh only.

Chapter III: Supplementary Provisions

Section 256: Accounting standards.
Section 256A: Reporting standards
Section 257: Power of Secretary of State to alter accounting requirements.
Section 258: Parent and subsidiary undertakings.
Section 259: Meaning of "undertaking" and related expressions.
Section 260: Participating interests.
Section 261: Notes to the accounts.
Section 262: Minor definitions.
Section 262A: Index of defined expressions.

Part VIII: Distribution of Profits and Assets

Section 263: Certain distributions prohibited.
Section 264: Restriction on distribution of assets.
Section 265: Other distributions by investment companies.
Section 266: Meaning of "investment company".
Section 267: Extension of ss. 265, 266 to other companies.
Section 268: Realised profits of insurance company with long term business.
Section 269: Treatment of development costs.
Section 270: Distribution to be justified by reference to company's accounts.
Section 271: Requirements for last annual accounts.
Section 272: Requirements for interim accounts.
Section 273: Requirements for initial accounts.
Section 274: Method of applying s. 270 to successive distributions.
Section 275: Treatment of assets in the relevant accounts.
Section 276: Distributions in kind.
Section 277: Consequences of unlawful distribution.
Section 278: Saving for provision in articles operative before Act of 1980.
Section 279: Distributions by banking or insurance companies.
Section 280: Definitions for Part VIII.
Section 281: Saving for other restraints on distribution.

Part IX: A Company's Management; Directors and Secretaries; their Qualifications, Duties and Responsibilities

Section 282: Directors.
Section 283: Secretary.
Section 284: Acts done by person in dual capacity.
Section 285: Validity of acts of directors.
Section 286: Qualifications of company secretaries.
Section 287: Registered office.
Section 288: Register of directors and secretaries.
Section 288A: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 289: Particulars of directors to be registered under s. 288.
Section 290: Particulars of secretaries to be registered under s. 288.
Section 291: Share qualification of directors.
Section 292: Appointment of directors to be voted on individually.
Section 293: Age limit for directors.
Section 294: Duty of director to disclose his age.
Section 303: Resolution to remove director.
Section 304: Director's right to protest removal.
Section 305: Directors' names on company correspondence, etc.
Section 306: Limited company may have directors with unlimited liability.
Section 307: Special resolution making liability of directors unlimited.
Section 308: Assignment of office by directors.
Section 309: Directors to have regard to interests of employees.
Section 309A: Provisions protecting directors from liability
Section 309B: Qualifying third party indemnity provisions
Section 309C: Disclosure of qualifying third party indemnity provisions
Section 310: Provisions protecting auditors from liability.

Part X: Enforcement of Fair Dealing by Directors

Section 311: Prohibition on tax-free payments to directors.
Section 312: Payment to director for loss of office etc.
Section 313: Company approval for property transfer.
Section 314: Director's duty of disclosure on takeover, etc.
Section 315: Consequences of non-compliance with s. 314.
Section 316: Provisions supplementing ss. 312 to 315.
Section 317: Directors to disclose interest in contracts.
Section 318: Directors' service contracts to be open to inspection.
Section 319: Director's contract of employment for more than 5 years.
Section 320: Substantial property transactions involving directors, etc.
Section 321: Exceptions from s. 320.
Section 322: Liabilities arising from contravention of s. 320.
Section 322A: Invalidity of certain transactions involving directors, etc.
Section 322B: Contracts with sole members who are directors
Section 323: Prohibition on directors dealing in share options.
Section 324: Duty of director to disclose shareholdings in own company.
Section 325: Register of directors' interests notified under s. 324.
Section 326: Sanctions for non-compliance.
Section 327: Extension of s. 323 to spouses , civil partners and children.
Section 328: Extension of s. 324 to spouses , civil partners and children.
Section 329: Duty to notify stock exchange of matters notified under preceding sections.
Section 330: General restriction on loans etc. to directors and persons connected with them.
Section 331: Definitions for ss. 330 ff.
Section 332: Short-term quasi-loans.
Section 333: Inter-company loans in same group.
Section 334: Loans of small amounts.
Section 335: Minor and business transactions.
Section 336: Transactions at behest of holding company.
Section 337: Funding of director's expenditure on duty to company.
Section 337A: Funding of director's expenditure on defending proceedings
Section 338: Loan or quasi-loan by money-lending company.
Section 339: "Relevant amounts" for purposes of ss. 334 ff.
Section 340: "Value" of transactions and arrangements.
Section 341: Civil remedies for breach of s. 330.
Section 342: Criminal penalties for breach of s. 330.
Section 343: Record of transactions not disclosed in company accounts.
Section 344: Exceptions from s. 343.
Section 345: Power to increase financial limits.
Section 346: "Connected persons", etc.
Section 347: Transactions under foreign law.

Part XA: Control of political donations

Section 347A: Introductory provisions.
Section 347B: Exemptions.
Section 347C: Prohibition on donations and political expenditure by companies.
Section 347D: Special rules for subsidiaries.
Section 347E: Special rule for parent company of non-GB subsidiary undertaking.
Section 347F: Remedies for breach of prohibitions on company donations etc.
Section 347G: Remedy for unauthorised donation or expenditure by non-GB subsidiary.
Section 347H: Exemption of directors from liability in respect of unauthorised donation or expenditure.
Section 347I: Enforcement of directors' liabilities by shareholder action.
Section 347J: Costs of shareholder action.
Section 347K: Information for purposes of shareholder action.

Part XI: Company administration and procedure

Chapter I: Company Identification

Section 348: Company name to appear outside place of business.
Section 349: Company's name to appear in its correspondence, etc.
Section 350: Company seal.
Section 351: Particulars in correspondence, etc.

Chapter II: Register of Members

Section 352: Obligation to keep and enter up register.
Section 352A: Statement that company has only one member
Section 353: Location of register.
Section 354: Index of members.
Section 355: Entries in register in relation to share warrants.
Section 356: Inspection of register and index.
Section 357: Non-compliance with ss. 353, 354, 356; agent's default.
Section 358: Power to close register.
Section 359: Power of court to rectify register.
Section 360: Trusts not to be entered on register in England and Wales.
Section 361: Register to be evidence.
Section 362: Overseas branch registers.

Chapter III: Annual Return

Section 363: Duty to deliver annual returns.
Section 364: Contents of annual return: general.
Section 364A: Contents of annual return: particulars of share capital . . . .
Section 364B: Contents of annual return: information about shareholders: non-traded companies
Section 364C: Contents of annual return: information about shareholders: traded companies
Section 364D: Contents of annual return: information about shareholders: supplementary
Section 365: Supplementary provisions: regulations and interpretation.

Chapter IV: Meetings and Resolutions

Section 366: Annual general meeting.
Section 366A: Election by private company to dispense with annual general meetings.
Section 367: Secretary of State's power to call meeting in default.
Section 368: Extraordinary general meeting on members' requisition.
Section 369: Length of notice for calling meetings.
Section 370: General provisions as to meetings and votes.
Section 370A: Quorum at meetings of the sole member
Section 371: Power of court to order meeting.
Section 372: Proxies.
Section 373: Right to demand a poll.
Section 374: Voting on a poll.
Section 375: Representation of corporations at meetings.
Section 376: Circulation of members' resolutions.
Section 377: In certain cases, compliance with s. 376 not required.
Section 378: Extraordinary and special resolutions.
Section 379: Resolution requiring special notice.
Section 379A: Elective resolution of private company.
Section 380: Registration, etc. of resolutions and agreements.
Section 381: Resolution passed at adjourned meeting.
Section 381A: Written resolutions of private companies.
Section 381B: Duty to notify auditors of proposed written resolution
Section 381C: Written resolutions: supplementary provisions.
Section 382: Minutes of meetings.
Section 382A: Recording of written resolutions.
Section 382B: Recording of decisions by the sole member
Section 383: Inspection of minute books.
Section 384: Duty to appoint auditors.
Section 385: Appointment at general meeting at which accounts laid.
Section 385A: Appointment by private company which is not obliged to lay accounts.
Section 386: Election by private company to dispense with annual appointment.
Section 387: Appointment by Secretary of State in default of appointment by company.
Section 388: Filling of casual vacancies.
Section 388A: Certain companies exempt from obligation to appoint auditors
Section 389A: Rights to information.
Section 389B: Offences relating to the provision of information to auditors
Section 390: Right to attend company meetings, &c.
Section 390A: Remuneration of auditors.
Section 390B: Disclosure of services provided by auditors or associates and related remuneration
Section 391: Removal of auditors.
Section 391A: Rights of auditors who are removed or not re-appointed.
Section 392: Resignation of auditors.
Section 392A: Rights of resigning auditors.
Section 393: Termination of appointment of auditors not appointed annually.
Section 394: Statement by person ceasing to hold office as auditor.
Section 394A: Offences of failing to comply with s. 394.

Part XII: Registration of Charges

Chapter I: Registration of Charges (England and Wales)

Section 395: Certain charges void if not registered.
Section 396: Charges which have to be registered.
Section 397: Formalities of registration (debentures).
Section 398: Verification of charge on property outside United Kingdom.
Section 399: Company's duty to register charges it creates.
Section 400: Charges existing on property acquired.
Section 401: Register of charges to be kept by registrar of companies.
Section 402: Endorsement of certificate on debentures.
Section 403: Entries of satisfaction and release.
Section 404: Rectification of register of charges.
Section 405: Registration of enforcement of security.
Section 406: Companies to keep copies of instruments creating charges.
Section 407: Company's register of charges.
Section 408: Right to inspect instruments which create charges, etc.
Section 409: Charges on property in England and Wales created by oversea company.

Chapter II: Registration of Charges (Scotland)

Section 410: Charges void unless registered.
Section 411: Charges on property outside United Kingdom.
Section 412: Negotiable instrument to secure book debts.
Section 413: Charges associated with debentures.
Section 414: Charge by way of ex facie absolute disposition, etc.
Section 415: Company's duty to register charges created by it.
Section 416: Duty to register charges existing on property acquired.
Section 417: Register of charges to be kept by registrar of companies.
Section 418: Certificate of registration to be issued.
Section 419: Entries of satisfaction and relief.
Section 420: Rectification of register.
Section 421: Copies of instruments creating charges to be kept by company.
Section 422: Company's register of charges.
Section 423: Right to inspect copies of instruments, and company's register.
Section 424: Extension of Chapter II.

Part XIII: Arrangements and Reconstructions

Section 425: Power of company to compromise with creditors and members.
Section 426: Information as to compromise to be circulated.
Section 427: Provisions for facilitating company reconstruction or amalgamation.
Section 427A: Application of ss. 425–427 to mergers and divisions of public companies.

Part XIIIA: Takeover Offers

Section 428: Takeover offers.
Section 429: Right of offeror to buy out minority shareholders.
Section 430: Effect of notice under s. 429.
Section 430A: Right of minority shareholder to be bought out by offeror.
Section 430B: Effect of requirement under s. 430A.
Section 430C: Applications to the court.
Section 430D: Joint offers.
Section 430E: Associates.
Section 430F: Convertible securities.

Part XIV: Investigation of Companies and Their Affairs; Requisition of Documents

Section 431: Investigation of a company on its own application or that of its members.
Section 432: Other company investigations.
Section 433: Inspectors' powers during investigation.
Section 434: Production of documents and evidence to inspectors.
Section 436: Obstruction of inspectors treated as contempt of court.
Section 437: Inspectors' reports.
Section 438: Power to bring civil proceedings on company's behalf.
Section 439: Expenses of investigating a company's affairs.
Section 440: Power of Secretary of State to present winding-up petition.
Section 441: Inspectors' report to be evidence.
Section 442: Power to investigate company ownership.
Section 443: Provisions applicable on investigation under s. 442.
Section 444: Power to obtain information as to those interested in shares, etc.
Section 445: Power to impose restrictions on shares and debentures.
Section 446: Investigation of share dealings.
Section 446A: General powers to give directions
Section 446B: Direction to terminate investigation
Section 446C: Resignation and revocation of appointment
Section 446D: Appointment of replacement inspectors
Section 446E: Obtaining information from former inspectors etc
Section 447: Power to require documents and information
Section 447A: Information provided: evidence
Section 448: Entry and search of premises.
Section 448A: Protection in relation to certain disclosures: information provided to Secretary of State
Section 449: Provision for security of information obtained.
Section 450: Punishment for destroying, mutilating, etc. company documents.
Section 451: Punishment for furnishing false information.
Section 451A: Disclosure of information by Secretary of State or inspector.
Section 452: Privileged information.
Section 453: Investigation of overseas companies.
Section 453A: Power to enter and remain on premises
Section 453B: Power to enter and remain on premises: procedural
Section 453C: Failure to comply with certain requirements
Section 453D: Offences by bodies corporate

Part XV: Orders Imposing Restrictions on Shares (Section 445)

Section 454: Consequence of order imposing restrictions.
Section 455: Punishment for attempted evasion of restrictions.
Section 456: Relaxation and removal of restrictions.
Section 457: Further provisions on sale by court order of restricted shares.

Part XVI: Fraudulent Trading by a Company

Section 458: Punishment for fraudulent trading.

Part XVII: Protection of Company's Members against Unfair Prejudice

Section 459: Order on application of company member.
Section 460: Order on application of Secretary of State.
Section 461: Provisions as to petitions and orders under this Part.

Part XVIII: Floating Charges and Receivers (Scotland)

Chapter I: Floating Charges

Section 462: Power of incorporated company to create floating charge.
Section 463: Effect of floating charge on winding up.
Section 464: Ranking of floating charges.
Section 465: Continued effect of certain charges validated by Act of 1972.
Section 466: Alteration of floating charges.

Chapter III: General

Section 486: Interpretation for Part XVIII generally.
Section 487: Extent of Part XVIII.

Part XX: Winding Up of Companies Registered Under this Act or the Former Companies Acts

Chapter VI: Matters Arising Subsequent to Winding Up

Section 651: Power of court to declare dissolution of company void.
Section 652: Registrar may strike defunct company off register.
Section 652A: Registrar may strike private company off register on application.
Section 652B: Duties in connection with making application under section 652A.
Section 652C: Directors' duties following application under section 652A.
Section 652D: Sections 652B and 652C: supplementary provisions.
Section 652E: Sections 652B and 652C: enforcement.
Section 652F: Other offences connected with section 652A.
Section 653: Objection to striking off by person aggrieved.
Section 654: Property of dissolved company to be bona vacantia.
Section 655: Effect on s. 654 of company's revival after dissolution.
Section 656: Crown disclaimer of property vesting as bona vacantia.
Section 657: Effect of Crown disclaimer under s. 656.
Section 658: Liability for rentcharge on company's land after dissolution.

Part XXII: Bodies Corporate Subject, or Becoming Subject, to this Act (Otherwise than by Original Formation Under Part I)

Chapter I: Companies Formed or Registered under Former Companies Acts

Section 675: Companies formed and registered under former Companies Acts.
Section 676: Companies registered but not formed under former Companies Acts.
Section 677: Companies re-registered with altered status under former Companies Acts.
Section 678: Companies registered under Joint Stock Companies Acts.
Section 679: Northern Ireland and Irish companies.

Chapter II: Companies not Formed under Companies Legislation, but Authorised to Register

Section 680: Companies capable of being registered under this Chapter.
Section 681: Procedural requirements for registration.
Section 682: Change of name on registration.
Section 683: Definition of "joint stock company".
Section 684: Requirements for registration by joint stock companies.
Section 685: Registration of joint stock company as public company.
Section 686: Other requirements for registration.
Section 687: Name of company registering.
Section 688: Certificate of registration under this Chapter.
Section 689: Effect of registration.
Section 690: Power to substitute memorandum and articles for deed of settlement.

Part XXIII: Oversea Companies

Chapter I: Registration, Etc.

Section 690A: Branch registration under the Eleventh Company Law Directive (89/666/EEC).
Section 690B: Scope of sections 691 and 692.
Section 691: Documents to be delivered to registrar.
Section 692: Registration of altered particulars.
Section 692A: Change in registration regime.
Section 693: Obligation to state name and other particulars.
Section 694: Regulation of oversea companies in respect of their names.
Section 694A: Service of documents: companies to which section 690A applies.
Section 695: Service of documents on oversea company.
Section 695A: Registrar to whom documents to be delivered: companies to which section 690A applies.
Section 696: Office where documents to be filed.
Section 697: Penalties for non-compliance.
Section 698: Definitions . . ..
Section 699: Channel Islands and Isle of Man companies.

Chapter II: Delivery of Accounts and Reports

Section 699A: Credit and financial institutions to which the Bank Branches Directive (89/117/EEC) applies.
Section 699AA: Companies to which the Eleventh Company Law Directive applies.
Section 699B: Scope of sections 700 to 703.
Section 700: Preparation of accounts and reports by oversea companies.
Section 701: Oversea company's financial year and accounting reference periods.
Section 702: Delivery to registrar of accounts and reports of oversea company.
Section 703: Penalty for non-compliance.

Chapter III: Registration of Charges

Section 703A: Introductory provisions.
Section 703B: Charges requiring registration.
Section 703C: The register.
Section 703D: Company's duty to deliver particulars of charges for registration.
Section 703E: Registrar to whom particulars, &c. to be delivered.
Section 703F: Effect of failure to deliver particulars, late delivery and effect of errors and omissions.
Section 703G: Delivery of further particulars or memorandum.
Section 703H: Further provisions with respect to voidness of charges.
Section 703I: Additional information to be registered.
Section 703J: Copies of instruments and register to be kept by company.
Section 703K: Power to make further provision by regulations.
Section 703L: Provisions as to situation of property.
Section 703M: Other supplementary provisions.
Section 703N: Index of defined expressions.

CHAPTER IV: WINDING UP ETC.

Section 703O: Scope of Chapter.
Section 703P: Particulars to be delivered to the registrar: winding up.
Section 703Q: Particulars to be delivered to the registrar: insolvency proceedings etc.
Section 703R: Penalty for non-compliance

Part XXIV: The Registrar of Companies, His Functions and Offices

Section 704: Registration offices.
Section 705: Companies' registered numbers.
Section 705A: Registration of branches of oversea companies.
Section 706: Delivery to the registrar of documents in legible form.
Section 707A: The keeping of company records by the registrar.
Section 707B: Delivery to the registrar using electronic communications
Section 708: Fees payable to registrar.
Section 709: Inspection, &c. of records kept by the registrar.
Section 710: Certificate of incorporation.
Section 710A: Provision and authentication by registrar of documents in non-legible form.
Section 710B: Documents relating to Welsh companies.
Section 711: Public notice by registrar of receipt and issue of certain documents.
Section 711A: Exclusion of deemed notice.
Section 713: Enforcement of company's duty to make returns.
Section 714: Registrar's index of company and corporate names.
Section 715A: Interpretation.

Part XXV: Miscellaneous and Supplementary Provisions

Section 716: Prohibition of partnerships with more than 20 members.
Section 717: Limited partnerships: limit on number of members.
Section 718: Unregistered companies.
Section 719: Power of company to provide for employees on cessation or transfer of business.
Section 720: Certain companies to publish periodical statement.
Section 721: Production and inspection of books where offence suspected.
Section 722: Form of company registers, etc.
Section 723: Use of computers for company records.
Section 723A: Obligations of company as to inspection of registers, &c.
Section 723B: Confidentiality orders
Section 723C: Effect of confidentiality orders
Section 723D: Construction of sections 723B and 723C
Section 723E: Sections 723B and 723C: offences
Section 723F: Regulations under sections 723B to 723E
Section 725: Service of documents.
Section 726: Costs and expenses in actions by certain limited companies.
Section 727: Power of court to grant relief in certain cases.
Section 728: Enforcement of High Court orders.
Section 729: Annual report by Secretary of State.
Section 730: Punishment of offences.
Section 730A: Meaning of "officer in default"
Section 731: Summary proceedings.
Section 732: Prosecution by public authorities.
Section 733: Offences by bodies corporate.
Section 734: Criminal proceedings against unincorporated bodies.

Part XXVI: Interpretation

Section 735: "Company", etc.
Section 735A: Relationship of this Act to Insolvency Act.
Section 735B: Relationship of this Act to Parts IV and V of the Financial Services Act 1986.
Section 736: "Subsidiary", "holding company" and "wholly-owned subsidiary".
Section 736A: Provisions supplementing s. 736.
Section 736B: Power to amend ss. 736 and 736A.
Section 737: "Called-up share capital".
Section 738: "Allotment" and "paid up".
Section 739: "Non-cash asset".
Section 740: "Body corporate" and "corporation".
Section 741: "Director" and "shadow director".
Section 742: Expressions used in connection with accounts.
Section 742A: Meaning of "offer to the public"
Section 742B: Meaning of "banking company"
Section 742C: Meaning of "insurance company" and "authorised insurance company"
Section 743: "Employees' share scheme".
Section 743A: Meaning of "office copy" in Scotland.
Section 744: Expressions used generally in this Act.
Section 744A: Index of defined expressions.

Part XXVII: Final Provisions

Section 745: Northern Ireland.
Section 745A: "Bank of England"
Section 746: Commencement.
Section 747: Citation.

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This legislation text comes from legislation.gov.uk. Contains public sector information licensed under the Open Government Licence v3.0. These source and reuse terms cover the legislation text, not Remedy's commentary.

Reuse reviewed 21 August 2026 under Open Government Licence v3.0.

Companies Act 1985

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